Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Carlyle Income Plus, Ltd.
Commission File No. 000-16975
Form 10-Q
Gentlemen:
Transmitted, for the above-mentioned registrant, is the
electronically filed executed copy of registrant's current
report on Form 10-Q for the quarter ended June 30, 1995.
Thank you.
Very truly yours,
CARLYLE INCOME PLUS, LTD.
By: JMB Realty Corporation
Corporate General Partner
By: -------------------------------
C. Scott Nelson, Vice President
Accounting Officer
CSN:vb
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended Commission file
June 30, 1995 number 000-16975
CARLYLE INCOME PLUS, LTD.
(Exact name of registrant as specified in its charter)
Illinois 36-3439532
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code
312/915-1987
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements. . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. . . . . . . . . . . . . . . . . . . . . 17
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . . . . . 21
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . 22
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
JUNE 30, 1995 AND DECEMBER 31, 1994
(UNAUDITED)
A S S E T S
-----------
<CAPTION> JUNE 30, DECEMBER 31,
1995 1994
------------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1). . . . . . . . . . . . $ 736,408 3,185,145
Short-term investments (note 1) . . . . . . . . . . . . . 3,207,891 931,575
Rents and other receivables (net of allowance
for doubtful accounts of $66,933 in 1995 and
$64,511 in 1994). . . . . . . . . . . . . . . . . . . . 888,679 838,463
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . 115,474 44,660
------------- ------------
Total current assets. . . . . . . . . . . . . . . 4,948,452 4,999,843
------------- ------------
Investment properties, at cost (note 2):
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,562,593 16,562,593
Buildings and improvements. . . . . . . . . . . . . . . . . 42,424,190 42,261,760
------------- ------------
58,986,783 58,824,353
Less accumulated depreciation . . . . . . . . . . . . . . . 9,347,721 8,644,412
------------- ------------
Total investment properties, net of accumulated
depreciation . . . . . . . . . . . . . . . . . . . . . . . 49,639,062 50,179,941
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-------------------------------------------------------
JUNE 31, DECEMBER 31,
1995 1994
------------- ------------
Investments in unconsolidated ventures, at equity
(notes 1, 3 and 6) . . . . . . . . . . . . . . . . . . . . 11,305,225 11,308,593
Deferred expenses . . . . . . . . . . . . . . . . . . . . . 77,860 84,186
Accrued rents receivable. . . . . . . . . . . . . . . . . . 485,479 475,873
------------- ------------
$ 66,456,078 67,048,436
============= ============
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . $ 190,068 108,465
Amounts due to affiliates (note 5). . . . . . . . . . . . 3,360 30,665
Unearned rents. . . . . . . . . . . . . . . . . . . . . . 74,771 98,595
Accrued real estate taxes . . . . . . . . . . . . . . . . 1,068,906 954,528
------------- ------------
Total current liabilities . . . . . . . . . . . . 1,337,105 1,192,253
Tenant security deposits. . . . . . . . . . . . . . . . . . 217,696 215,804
Commitments and contingencies (notes 3 and 5) ------------- ------------
Total liabilities . . . . . . . . . . . . . . . . 1,554,801 1,408,057
------------- ------------
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONCLUDED
JUNE 31, DECEMBER 31,
1995 1994
------------- ------------
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . 25,000 25,000
Cumulative net earnings . . . . . . . . . . . . . . . . 1,269,081 1,189,183
Cumulative cash distributions . . . . . . . . . . . . . (1,583,358) (1,466,505)
------------ ------------
(289,277) (252,322)
------------ ------------
Limited partners (88,808.058 interests):
Capital contributions, net of offering costs. . . . . . 77,762,167 77,762,167
Cumulative net earnings . . . . . . . . . . . . . . . . 21,189,762 19,671,707
Cumulative cash distributions . . . . . . . . . . . . . (33,761,375) (31,541,173)
------------- ------------
65,190,554 65,892,701
------------- ------------
Total partners' capital accounts. . . . . . . . . 64,901,277 65,640,379
------------- ------------
$ 66,456,078 67,048,436
============= ============
<FN>
See accompanying notes to financial statements
</TABLE>
<TABLE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -------------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . $ 1,563,587 1,695,538 3,257,189 3,454,459
Interest income . . . . . . . . . 63,554 23,365 126,104 40,017
---------- ---------- ---------- ----------
1,627,141 1,718,903 3,383,293 3,494,476
---------- ---------- ---------- ----------
Expenses:
Depreciation. . . . . . . . . . . 351,975 350,550 703,309 700,535
Property operating
expenses . . . . . . . . . . . . 629,294 632,088 1,234,447 1,251,409
Professional services . . . . . . 13,672 14,572 62,631 58,763
Amortization of
deferred expenses. . . . . . . . 9,868 8,318 17,923 15,813
General and
administrative . . . . . . . . . 49,957 45,256 84,162 72,320
---------- ---------- ---------- ----------
1,054,766 1,050,784 2,102,472 2,098,840
---------- ---------- ---------- ----------
Operating
earnings. . . . . . . . 572,375 668,119 1,280,821 1,395,636
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS-CONCLUDED
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -------------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Partnership's share
of operations of
unconsolidated
ventures
(notes 1, 3 and 6) . . . . . . . . $ 151,222 134,448 317,132 264,746
---------- ---------- ---------- ----------
Net earnings. . . . . . . $ 723,597 802,567 1,597,953 1,660,382
========== ========== ========== ==========
Net earnings
per limited
partnership
interest
(note 1) . . . . . . . . $ 7.74 8.58 17.09 17.76
========== ========== ========== ==========
Cash distributions
per limited partnership
interest . . . . . . . . $ 10.00 10.00 25.00 20.00
========== ========== ========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(UNAUDITED)
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . $ 1,597,953 1,660,382
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . 703,309 700,535
Amortization of deferred expenses. . . . . . . . . . . . . . 17,923 15,813
Partnership's share of operations of unconsolidated
ventures, net of distributions. . . . . . . . . . . . . . . (167,132) 742,663
Changes in:
Rents and other receivables. . . . . . . . . . . . . . . . . (50,216) 66,565
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . (70,814) (7,700)
Accrued rents receivable . . . . . . . . . . . . . . . . . . (9,606) (13,039)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . 81,603 41,517
Amounts due to affiliates. . . . . . . . . . . . . . . . . . (27,305) (1,220)
Unearned rents . . . . . . . . . . . . . . . . . . . . . . . (23,824) (47,735)
Accrued real estate taxes. . . . . . . . . . . . . . . . . . 114,378 118,165
Tenant security deposits . . . . . . . . . . . . . . . . . . 1,892 (2,080)
------------ ------------
Net cash provided by operating activities . . . . . 2,168,161 3,273,866
------------ ------------
Cash flows from investing activities:
Net sales and maturities (purchases)
of short-term investments . . . . . . . . . . . . . . . . (2,276,316) 430,620
Additions to investment properties. . . . . . . . . . . . . (162,430) (65,097)
Partnership's distributions from
unconsolidated ventures. . . . . . . . . . . . . . . . . . 170,500 101,092
Payment of deferred expenses. . . . . . . . . . . . . . . . (11,597) (27,877)
------------ -----------
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONCLUDED
1995 1994
------------ -----------
Net cash provided by (used in)
investing activities. . . . . . . . . . . . . . . (2,279,843) 438,738
------------ -----------
Cash flows from financing activities:
Distributions to limited partners . . . . . . . . . . . . . (2,220,202) (1,776,162)
Distributions to general partners . . . . . . . . . . . . . (116,853) (93,482)
----------- -----------
Net cash used in financing activities . . . . . . . (2,337,055) (1,869,644)
----------- -----------
Net increase (decrease) in cash and
cash equivalents. . . . . . . . . . . . . . . . . $ (2,448,737) 1,842,960
Cash and cash equivalents, beginning of year 3,185,145 745,394
----------- -----------
Cash and cash equivalents, end of period. . . . . . $ 736,408 2,588,354
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . $ -- --
=========== ===========
Non-cash investing and financing activities. . . . . . . . $ -- --
=========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE> CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
June 30, 1995 AND 1994
(UNAUDITED)
Readers of this quarterly report should refer to the
Partnership's audited financial statements for the fiscal year
ended December 31, 1994 which are included in the Partnership's
1994 Annual Report, as certain footnote disclosures which would
substantially duplicate those contained in such audited
financial statements have been omitted from this report.
(1) BASIS OF ACCOUNTING
The equity method of accounting has been applied in the
accompanying financial statements with respect to the
Partnership's interests in the two joint ventures known as
JMB/Landings Associates ("JMB/Landings") and CIP/Ashby Partners
("CIP/Ashby") (see note 3). Accordingly, the accompanying
financial statements do not include the accounts of JMB/Landings
or CIP/Ashby.
The Partnership's records are maintained on the accrual
basis of accounting as adjusted for Federal income tax reporting
purposes. The accompanying financial statements have been
prepared from such records after making appropriate adjustments
to reflect the Partnership's accounts in accordance with
generally accepted accounting principles ("GAAP"). Such
adjustments are not recorded on the records of the Partnership.
The net effect of these items is summarized as follows for the
six months ended June 30:
<TABLE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
<CAPTION>
1995 1994
------------------------- ------------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
----------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Net earnings. . . . . . . . . . . . . $ 1,597,953 1,664,531 1,660,382 1,681,254
Net earnings per
limited partnership
interest . . . . . . . . . . . . . . $ 17.09 17.81 17.76 17.98
========== ========= ========== =========
The net earnings per limited partnership interest ("Interest") is based upon the number of
Interests outstanding at the end of each period (88,808.058).
In response to the uncertainty relating to CIP/Ashby Partners joint venture's ability to recover
the net carrying value of the Ashby at McLean Apartments investment property through future
operations or sale, the CIP/Ashby Partners joint venture, as a matter of prudent accounting practice
and for financial reporting purposes, recorded a provision for value impairment at September 30, 1994
in the amount of $7,572,479 (of which the Partnership's share was $2,347,468). Such provision was
recorded to reduce the net basis of the investment property to its then estimated recoverable value.
</TABLE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Statement of Financial Accounting Standards No. 95 requires
the Partnership to present a statement which classifies cash
receipts and payments according to whether they stem from
operating, investing or financing activities. The required
information has been segregated and accumulated according to the
classifications specified in the pronouncement. Partnership
distributions from unconsolidated ventures are considered cash
flow from operating activities only to the extent of the
Partnership's cumulative share of net earnings. In addition,
the Partnership records amounts held in U.S. Government
obligations at cost, which approximates market. For the
purposes of these statements, the Partnership's policy is to
consider all such amounts held with original maturities of three
months or less ($690,410 at June 30, 1995 and $3,166,098 at
December 31, 1994) as cash equivalents, with any remaining
amounts (generally with original maturities of one year or less)
reflected as short-term investments being held to maturity.
(2) INVESTMENT PROPERTIES
The Partnership has acquired, either directly or through
joint ventures, interests in three shopping centers, two
industrial parks and two apartment buildings, all of which are
operating at June 30, 1995. The cost of the investment
properties represents the total cost to the Partnership,
including certain acquisition costs.
(3) VENTURE AGREEMENTS
(a) General
The Partnership is a party to two joint venture agreements
at June 30, 1995. The Partnership has acquired, through these
ventures, a shopping center and an apartment building. Pursuant
to such agreements, the Partnership made initial capital
contributions totaling approximately $15,400,000 (before legal
and other acquisition costs). Under certain circumstances,
either pursuant to the venture agreements or due to the
Partnership's obligations as a general partner, the Partnership
may be required to make additional cash contributions to the
ventures.
(b) JMB/Landings
In August 1988, the Partnership, through JMB/Landings, a
joint venture partnership with Carlyle Income Plus, L.P.-II
("CIP-II"), another partnership sponsored by the General
Partners of the Partnership, acquired a 50% interest in a
shopping center located in Sarasota, Florida and known as
The Landings Shopping Center. The Partnership contributed
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
$6,550,000 to JMB/Landings for its 50% interest. The terms of
the JMB/Landings partnership agreement provide generally that
annual cash flow, sale proceeds and tax items will be
distributed or allocated based on the capital contributions made
by each partner. Distributions and allocations to date have
been made (and any obligations to make additional capital
contributions will be made) 50% to the Partnership.
(c) CIP/Ashby
In February 1990, the Partnership, through CIP/Ashby, a
joint venture partnership with CIP-II, acquired a 31% interest
in an apartment building located in McLean, Virginia and known
as The Ashby at McLean Apartments ("The Ashby"). The Ashby has
250 units, commercial space and related parking facilities.
CIP/Ashby purchased The Ashby for $25,327,132, which was
paid in cash at closing. In addition, the joint venture has
incurred approximately $3,380,000 for certain renovation,
leasing and maintenance costs, with the work related to such
costs completed at December 31, 1994. The majority of these
costs were contemplated at the time of the initial acquisition
of the property. CIP/Ashby's total cash investment in The Ashby
is $28,705,000, of which the Partnership's share is
approximately $8,899,000.
The terms of the CIP/Ashby partnership agreement provide
generally that annual cash flow, sale proceeds and tax items
will be distributed or allocated based on the capital
contributions made by each partner. Distributions and
allocations to date have been made (and any obligations to make
additional capital contributions will be made) 31% to the
Partnership.
In response to the uncertainty relating to CIP/Ashby
Partners joint venture's ability to recover the net carrying
value of the Ashby at McLean Apartments investment property
through future operations or sale, the CIP/Ashby Partners joint
venture, as a matter of prudent accounting practice, recorded a
provision for value impairment at September 30, 1994 in the
amount of $7,572,479 (of which the Partnership's share was
$2,347,468). Such provision was recorded to reduce the net
basis of the investment property to its then estimated
recoverable value.
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
(4) MANAGEMENT AGREEMENTS
All of the Partnership's properties are managed by
affiliates of the General Partners or their assignees for fees
computed as a percentage of certain rents received by the
properties. In December 1994, one of the affiliated property
managers sold substantially all of its assets and assigned its
interest in its management contracts to an unaffiliated third
party. In addition, certain of the management personnel of the
property manager became management personnel of the purchaser
and its affiliates. The successor to the affiliated property
manager's assets is acting as the property manager of the Carson
and Costa Mesa Industrial Parks and the Rancho Franciscan and
Ashby at McLean Apartments after the sale on the same terms that
existed prior to the sale.
<TABLE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
(5) TRANSACTIONS WITH AFFILIATES
Fees, commissions and other expenses required to be paid by the Partnership to the General
Partners and their affiliates as of June 30, 1995, and for the six months ended June 30, 1995 and
1994, are as follows:
<CAPTION>
UNPAID AT
JUNE 30,
1995 1994 1995
-------- ---------- --------------
<S> <C> <C> <C>
Property management and
leasing fees . . . . . . . . . . . . . $ 43,875 106,697 2,137
Insurance commissions . . . . . . . . . 11,073 13,455 --
Reimbursement (at cost)
for out-of-pocket
expenses . . . . . . . . . . . . . . . 1,281 49 39
Reimbursement (at cost) for
administrative, accounting and
legal services . . . . . . . . . . . . 49,074 24,002 1,184
--------- --------- -------------
$ 105,303 144,203 3,360
========= ========= =============
<FN>
All amounts payable to the General Partners and their affiliates do not bear interest and were
paid subsequent to June 30, 1995.
Subsequent to June 30, 1995, the Corporate General Partner of the Partnership has determined to
use an independent third party or parties to perform certain of these administrative services
beginning in late 1995. Use of a third party, rather than reimbursement to the Corporate General
Partner and its affiliates, is not expected to have a material effect on the operations of the
Partnership.
</TABLE> CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONCLUDED
(6) UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
Summary income statement information for JMB/Landings and
CIP/Ashby (see notes 3(b) and 3(c), respectively) for the six
months ended June 30, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Total income. . . . . . . . . . $ 2,279,047 2,244,690
========== ==========
Operating earnings. . . . . . . $ 833,202 702,130
========== ==========
Partnership's share of
earnings . . . . . . . . . . . $ 317,132 264,746
========== ==========
<FN>
</TABLE>
(7) ADJUSTMENTS
In the opinion of the Corporate General Partner, all
adjustments (consisting solely of normal recurring adjustments)
necessary for a fair presentation have been made to the
accompanying figures as of June 30, 1995 and for the three and
six months ended June 30, 1995 and 1994.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
All references to "Notes" are to Notes to Financial
Statements contained in this report.
The Partnership has invested in income-producing real
properties, primarily existing commercial properties. The
Partnership invested in such real estate on an unleveraged all-
cash acquisition basis. In future periods, the General Partners
do not intend to incur any indebtedness secured by a mortgage or
otherwise unless it is determined by the General Partners that
it is in the best interests of the Holders of Interests to incur
such indebtedness. Subject to such determination, if
Partnership reserves prove to be insufficient, the Partnership
may consider obtaining unsecured interim bank lines of credit to
fund certain significant repair or replacement expenditures of
the Partnership's investment properties. At June 30, 1995, the
Partnership had cash and cash equivalents of approximately
$736,000. Such funds and short-term investments of
approximately $3,208,000 are available for leasing costs, for
distributions to the partners and for working capital
requirements. The Partnership has currently budgeted
approximately $525,000 in 1995 for tenant improvements and other
capital expenditures. The Partnership's share of similar items
for its unconsolidated ventures in 1995 is currently budgeted to
be approximately $110,000. Actual amounts expended in 1995 may
vary depending on a number of factors including actual leasing
activity, results of property operations, liquidity
considerations and other market conditions over the course of
the year. The source of capital for such items and for both
short-term and long-term future liquidity and distributions is
expected to be from net cash generated by the Partnership's
investment properties and from the sales of such investments.
In such regard, reference is made to the Partnership's property
specific discussions below.
In response to the uncertainty relating to CIP/Ashby
Partners joint venture's ability to recover the net carrying
value of the Ashby at McLean Apartments investment property
through future operations or sale, the CIP/Ashby Partners joint
venture, as a matter of prudent accounting practice and for
financial reporting purposes, recorded a provision for value
impairment as of September 30, 1994 in the amount of $7,572,479
(of which the Partnership's share was $2,347,468). Such
provision was recorded to reduce the net basis of the investment
property to its then estimated recoverable value.
At the Landing's Shopping Center, the Partnership has
negotiated a three-year lease renewal with a tenant occupying
approximately 9,211 square feet (or 10%) of the leasable space
at the property and whose prior lease expired May 31, 1995.
A significant tenant (which comprised 5% of the
Partnership's leasable space at the Sunrise Town Center) had
notified the Partnership that they intended to vacate upon the
expiration of its lease in July 1994. Such tenant was
terminated by the Partnership in January 1994 to accommodate a
replacement tenant which occupies 3.5% of the Partnership's
leasable space at the property and whose lease expires June 30,
1999.
At the Carson Industrial Park, tenant leases representing
approximately 27% and 35% of the property's leasable space are
due to expire in 1995 and 1996, respectively. Not all of these
leases are expected to renew.
At the Costa Mesa Industrial Park, two (of four) tenants
have exercised early renewals of their current leases. One
tenant (occupying approximately 33% of the leasable space at the
property) renewed its current lease, which was to expire June
30, 1995, through December 31, 1997. The other tenant
(occupying approximately 16% of the leasable space at the
property) renewed its current lease, which was to expire June
30, 1995, through March 31, 1998. The property remains 100%
occupied at June 30, 1995. In addition, a tenant occupying
approximately 21% of the leasable space at the property has
renewed its current lease, which expired July 31, 1995, through
July 31, 1998. Tenant leases representing approximately 63% and
37% of the property's leasable space are due to expire in 1997
and 1998, respectively. There can be no assurance these tenant
leases will be renewed. In addition, a tenant occupying
approximately 30% of the property's leasable space, whose lease
expires June 30, 1997, is currently undergoing Chapter 11
reorganization. As of April 30, 1995, this tenant was current
in its stipulated 1995 monthly lease obligations, which included
payments of 1994 arrearages, interest and fees, totaling
approximately $52,000. The Partnership did not receive any
payments in either May or June, 1995. In July 1995, the
Partnership and the tenant executed a modification agreement
which provides for monthly lease payments and arrearage
payments, including interest and fees, commencing July 1995
through June 1996. The Partnership has received the initial
payment (which was due July 21, 1995) under this modification
agreement.
Currently, as leases at the Carson and Costa Mesa Industrial
Parks expire, lease renewals and new leases are likely to be at
rental rates less than the rates on existing leases. Although
the previous decline in rental rates appears to have stabilized
in 1994 and leasing activity has increased, the supply of
industrial space has caused increased competition for tenants.
In addition, new leases will likely require expenditures for
lease commissions and tenant improvements prior to tenant
occupancy. This anticipated decline in rental rates, the
anticipated increase in re-leasing time and the related costs
will result in a decrease in cash flow from operations over the
near term. The Partnership is also evaluating the competitive
positioning of these properties in the market in which they
operate.
The Partnership is carefully scrutinizing the
appropriateness of any discretionary expenditures, particularly
in relation to the amount of working capital it has available.
By conserving working capital, the Partnership will be in a
better position to meet future needs of its properties.
RESULTS OF OPERATIONS
The decrease in cash and cash equivalents and the related
increase in short-term investments at June 30, 1995 as compared
to December 31, 1994 is primarily due to the timing of
maturities of the Partnership's short-term investments.
Reference is made to Note 1.
The increase in rents and other receivables (net of
allowance for doubtful accounts) at June 30, 1995 as compared to
December 31, 1994 is attributable primarily to an increase in
accrued interest receivable on the Partnership's short-term
investments at June 30, 1995, due primarily to the timing of the
purchases of these investments.
The increases in prepaid expenses and in accounts payable at
June 30, 1995 as compared to December 31, 1994 are attributable
primarily to the payment of property insurance premiums
(covering the period June 1995 through May 1996) due at June 30,
1995 at the Partnership's investment properties.
The decrease in amounts due to affiliates at June 30, 1995
as compared to December 31, 1994 is attributable primarily to
the payment in 1995 of certain previously unpaid 1994
reimbursable costs.
The decrease in unearned rents at June 30, 1995 as compared
to December 31, 1994 is attributable primarily to the timing of
rental collections at the Sunrise Town Center.
The increase in accrued real estate taxes at June 30, 1995
as compared to December 31, 1994 is attributable primarily to
an increase in accrued real estate taxes (to six months from
none) at the Sunrise Town Center. Such accrual is due to the
real estate tax payment due date in the jurisdiction which this
property operates.
The decreases in rental income for the three and six months
ended June 30, 1995 as compared to the three and six months
ended June 30, 1994 are attributable primarily to (i) a $50,000
lease termination fee collected from a tenant at the Sunrise
Town Center in February 1994 in order to accommodate a
replacement tenant, as discussed above and (ii) a decrease in
occupancy and corresponding rental income at the Riverview Plaza
Shopping Center in 1995.
The increases in interest income for the three and six
months ended June 30, 1995 as compared to the three and six
months ended June 30, 1994 is due to an increase in interest
earned on the Partnership's short-term investments in 1995 as a
result of the Partnership having larger average invested
balances in its short-term investments in 1995. Reference is
made to Note 1.
The increases in Partnership's share of operations of
unconsolidated ventures for the three and six months ended June
30, 1995 as compared to the three and six months ended June 30,
1994 is attributable primarily to (i) an increase in the
Partnership's share of operations of JMB/Landings (which
resulted primarily from an increase in occupancy and related
rental income in 1995 at The Landings Shopping Center) and (ii)
an increase in the Partnership's share of operations of
CIP/Ashby (which resulted primarily from reduced depreciation
expense at the Ashby at McLean Apartments in 1995 as a result of
the provision for value impairment recorded at September 30,
1994, as discussed in Note 3(c)).
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
<TABLE>
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's
investment properties:
<CAPTION> 1994 1995
------------------------ ------------------------
at at at at at at at at
------------------------ ------------------------
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Riverview Plaza Shopping Center
Chicago, Illinois. . . . . . . . . . . . . 99% 99% 97% 97% 97% 97%
2. The Landings Shopping Center
Sarasota, Florida. . . . . . . . . . . . . 90% 87% 91% 92% 93% 91%
3. Carson Industrial Park
Carson, California . . . . . . . . . . . . 91% 91% 91% 91% 94% 94%
4. Costa Mesa Industrial Park
Costa Mesa, California . . . . . . . . . . 100% 100% 100% 100% 100% 100%
5. Rancho Franciscan Apartments
Santa Barbara, California. . . . . . . . . 98% 98% 99% 98% 97% 95%
6. Sunrise Town Center
Sunrise, Florida . . . . . . . . . . . . . 90% 93% 93% 92% 91% 95%
7. The Ashby at McLean Apartments
McLean, Virginia . . . . . . . . . . . . . 98% 97% 97% 96% 97% 97%
</TABLE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1. Form of Escrow Deposit Agreement is hereby
incorporated by reference to Exhibit 10.1 of the
Partnership's Amendment No.3 to Form S-11 (File
No. 33-5309) Registration Statement dated
November 21, 1986.
10.1.A. Form of Amendment to Escrow Deposit Agreement is
hereby incorporated by reference to Exhibit 10.1A
of the Partnership's Post-Effective Amendment No.
4 to Form S-11 (File No. 33-5309) Registration
Statement dated October 28, 1987.
10.2 Agreement dated August 11, 1987 between JMB
Securities Corporation and SDK Industrial Parks
(included are all exhibits pursuant thereto) is
hereby incorporated by reference to Exhibit 10.2
of the Partnership's Post-Effective Amendment
No.2 to Form S-11 (File No. 33-5309) Registration
Statement dated August 17, 1987.
10.3 Agreement for Operation and Management Shopping
Center dated August 11, 1987 between the
Partnership and Draper and Kramer Incorporated is
hereby incorporated by reference to Exhibit D of
Exhibit 10.2 of the Partnership's Post-Effective
Amendment No. 2 to Form S-11 (File No. 33-5309)
Registration Statement dated August 17, 1987.
10.4* Agreement dated as of January 24, 1990, by and
between McLean Associates Limited Partnership and
a partnership to be formed that will be
supervised or advised by an affiliate of JMB
Realty Corporation relating to the Ashby at
McLean Apartments.
10.5* Agreement of Partnership of CIP/Ashby Partners
dated January 30, 1990, by and between Carlyle
Income Plus, Ltd. and Carlyle Income Plus, L.P.-
II.
10.6* Assumption Agreement dated as of February 21,
1990, by and between McLean Associates Limited
Partnership and CIP/Ashby Partners.
27. Financial Data Schedule
(b) No Reports on Form 8-K were required or have been
filed for the quarter covered by this report.
- -----------------
* Previously filed as Exhibits 10.4-10.6 to the
Partnership's Report for December 31, 1988 on
Form 10-K (File No. 000-16975) filed on March 28,
1989 and hereby incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
CARLYLE INCOME PLUS, LTD.
BY: JMB Realty Corporation
(Corporate General Partner)
By: Gailen J. Hull, Senior Vice President
Date: August 9, 1995
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
person in the capacity and on the date indicated.
Gailen J. Hull,
Principal Accounting Officer
Date: August 9, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE REGISTRANT'S FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<CIK> 0000792978
<NAME> CARLYLE INCOME PLUS, LTD.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> $ 736,408
<SECURITIES> 3,207,891
<RECEIVABLES> 888,679
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,948,452
<PP&E> 58,986,783
<DEPRECIATION> 9,347,721
<TOTAL-ASSETS> 66,456,078
<CURRENT-LIABILITIES> 1,337,105
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 64,901,277
<TOTAL-LIABILITY-AND-EQUITY> 66,456,078
<SALES> 3,257,189
<TOTAL-REVENUES> 3,383,293
<CGS> 0
<TOTAL-COSTS> 1,955,679
<OTHER-EXPENSES> 146,793
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,280,821
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,597,953
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,597,953
<EPS-PRIMARY> 17.09
<EPS-DILUTED> 17.09
</TABLE>
